UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 820, 2019

PHMC, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Wyoming	333-185146	45-4924646
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

106 E. Lincolnway Blvd. Ste 307

Cheyenne, WY 82001

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(408) 402-1573

(ISSUER TELEPHONE NUMBER)

Master Key Global, Inc.

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 8.01

Other Events.

~~Name~~Memorandum ~~Change~~of Understanding

On May 820, 2019, ~~the board of directors (the “Board”) of Master Key Global~~PHMC, Inc., a Wyoming corporation (the “Company”), ~~approved~~entered aninto ~~amendment~~a ~~to the Company’s Articles~~ Memorandum of ~~Incorporation~~Understanding (the “~~Amendment~~MOU”) aswith ~~amended~~Power toHealing ~~date~~Medical Center, toInc., ~~change~~a ~~the~~California ~~name~~corporation of(“Power”) ~~the~~and ~~Company to PHMC, Inc~~Dr., ~~and~~Joong toGap ~~recommend~~Kim ~~the~~(“Dr. ~~Amendment~~Kim”), to the ~~Company’s~~majority ~~shareholders~~equity ~~for~~owner ~~their~~of ~~approval~~Power.

OnPursuant ~~May~~to 8,the ~~2019~~MOU, ~~Sehee Lee,~~ the Company’s, ~~majority~~Power, and ~~controlling~~Dr. ~~shareholder,~~Kim ~~approved~~agreed that the Company would enter into ~~Amendment~~a ~~and~~transaction relating to potential ownership of Power, or the ~~change~~provision of services, by the Company’s ~~name~~to Power, with the specific terms to be determined by the Parties and set forth in a definitive agreement (collectively referred to as the “Transaction”).

OnBoth ~~May~~the 8,Company ~~2019,~~and ~~the~~Power ~~Company~~will ~~filed~~be ~~the~~entitled ~~Articles~~to ofconduct ~~Amendment~~due ~~with~~diligence on the ~~Wyoming~~other ~~Secretary~~party ofprior ~~State~~ to ~~effectuate~~ the ~~change~~closing of the ~~Company’s~~Transaction, ~~name~~and towill ~~PHMC,~~work ~~Inc.,~~with ~~The~~their ~~Company~~professional ~~also~~advisors ~~filed~~to andetermine ~~Amended~~the ~~Annual~~most ~~Report~~favorable tostructure ~~reflect~~for the ~~changes~~proposed inTransaction. Both ~~officers~~sides ofhave up to sixty (60) days to conduct the ~~Company~~necessary due diligence.

~~Resignation~~In ofconnection ~~Officer~~with the MOU and ~~Director;~~as ~~Appointment~~a condition to the closing of ~~New~~the ~~Officer~~Transaction, ~~Election~~the Company agreed that it would become current in its filings with the SEC and become current with the OTC Markets, as well as obtaining approval of ~~Director~~the Company’s board of directors and of the shareholders if required.

~~Also~~Power onand ~~May~~Kim 8,agreed ~~2019,~~that ~~Sehee~~they ~~Lee,~~would ~~the~~continue ~~Company’s~~to ~~Chief~~operate ~~Executive~~and ~~Officer,~~conduct ~~President,~~their ~~Chief~~businesses in the ~~Financial~~ordinary ~~Officer~~course, ~~Secretary~~and preserve business relationships, ~~Treasurer~~relationships with key employees, and ~~director~~other ~~resigned~~customers, ~~from~~suppliers, ~~all~~and ~~positions~~other ~~with~~persons and entities. Power and Kim also agreed that they would not seek or enter into any transaction similar to the anticipated ~~Company~~Transaction, ~~effective~~and ~~immediately~~they would obtain board and shareholder approval of Power if required.

~~There~~The ~~were~~parties noagreed ~~disagreements~~that ~~between~~the ~~Mr.~~definitive ~~Lee~~agreement ~~and~~would ~~the~~provide ~~Company~~that ~~relating~~Power toand ~~Mr.~~Kim ~~Lee’s~~would ~~resignation~~continue to cooperate to ensure the ongoing operation of Power and the Company, as needed.

The ~~Board~~Company ~~agreed~~anticipates tothat ~~accept~~following ~~Mr.~~the ~~Lee’s~~closing ~~resignation~~of the Transaction, the Company and ~~appointed~~Power will ~~Stephen~~work ~~Kim~~to asprovide the ~~Company~~services listed above, and to implement Power’s ~~Chief~~ ~~Executive~~growth ~~Officer,~~and ~~President~~expansion strategy, ~~Chief~~as ~~Financial~~determined ~~Officer,~~by ~~Secretary,~~the Board and ~~Treasurer~~management ~~effective~~of ~~immediately~~the Company.

In connection with and immediately prior to Mr. Lee’s resignation as a director, on May 8, 2019, Mr. Lee also approved the election and appointment of Mr. Kim as a director of the Company. Mr. Lee resigned as a director immediately following the election and appointment of Mr. Kim as a director of the Company.

Biographical Information of Stephen Kim

Stephen Kim, 59, has long business experiences in the body health and medical equipment industries. From 1984 through 1987, he served as CEO of AMR Medical Equipment, a worldwide medical equipment company. From 1990 to 1995, Mr. Kim worked as CEO of For Baby, Inc., in Korea, World Polo Inc. in Korea and Seoung Jung Inc in Korea. He has served as the President of the Argentina Missionary Association and as President of the Middle Asia Missionary Association from 2001 through 2004. He also worked as CEO of G.S.A (Israel Air) - Asia Dept. for 2005~2008.

Mr. Kim served as the CEO of the Christmas Plastic Surgery Center in California from 2009 through 2010, and as the CEO of Before & After Plastic Surgery Center in California from 2011 through 2013. From 2014 through 2017, Mr. Kim worked as Administrator of Korus Medical Center (General Practice). In July 2017, Mr. Kim established the Power Healing Medical Center, Inc. (“Power Healing”), and has served as Chairman of Power Healing since its inception.

There are no family relationships between Mr. Kim and any other directors.

The Company has not yet finalized any compensation arrangements with Mr. Kim for his service as an officer of the Company. Additionally, the Company has not finalized any compensation arrangements for Mr. Lee for his prior services as an officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
3	Articles of Amendment filed with Wyoming Secretary of State

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHMC, Inc.
Date: May 14, 2019
Date: May 21, 2019
	By: /s/ Stephen Kim
	By:	/s/ Stephen Kim
	~~Name: Stephen Kim~~	Name: Stephen Kim
	~~Title: President, Chief Executive Officer~~	Title: President, Chief Executive Officer

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